-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, QKi12G9nZbt1mMqpDo7HJdQw7v2DF364fh9W1WOhHx2ZMRLVyV1Rn/+CnEtUTAxV RkO1yudbI6J5IM+te7i9hA== 0000035527-07-000080.txt : 20070815 0000035527-07-000080.hdr.sgml : 20070815 20070815164104 ACCESSION NUMBER: 0000035527-07-000080 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20070813 FILED AS OF DATE: 20070815 DATE AS OF CHANGE: 20070815 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: FIFTH THIRD BANCORP CENTRAL INDEX KEY: 0000035527 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 310854434 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 38 FOUNTAIN SQ PLZ STREET 2: FIFTH THIRD CENTER CITY: CINCINNATI STATE: OH ZIP: 45263 BUSINESS PHONE: 5135795300 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SCHAEFER GEORGE A JR CENTRAL INDEX KEY: 0001195811 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33653 FILM NUMBER: 071060149 BUSINESS ADDRESS: STREET 1: ANTHEM INC. STREET 2: 120 MONUMENT CIRCLE CITY: INDIANAPOLIS STATE: IN ZIP: 46204 4 1 edgar.xml PRIMARY DOCUMENT X0202 4 2007-08-13 0000035527 FIFTH THIRD BANCORP FITB 0001195811 SCHAEFER GEORGE A JR 38 FOUNTAIN SQUARE PLAZA CINCINNATI OH 45263 1 1 0 0 Chairman Common Stock 2007-08-13 4 J 0 240000 37.61 D 0 I by FLP Common Stock 1011943.7089 D Common Stock 83058 I by Spouse Common Stock 17944 I by Trusts Common Stock 17944 I by Trusts Common Stock 2015.9016 I by 401(k) Contract 2007-08-13 4 X 0 1 D Common Stock 240000 0 I by FLP This report on Form 4 relates to the settlement of a variable prepaid forward contract ("VPF Agreement") that the reporting person entered into on August 11, 2004 (the "Trade Date") through a family limited partnership (the "FLP") of which he and his spouse are the only general partners with an unrelated third party (the "Buyer") and with respect of which the reporting person filed a Form 4 with the SEC on August 13, 2004. The VPF Agreement related to 240,000 shares of Common Stock (the "Base Amount"). Under the VPF Agreement, the FLP agreed to sell the shares in accordance with footnotes 2 and 3 below. The FLP received a prepayment from the Buyer in the amount of $9,222,936 within 3 business days of the Trade Date. Such proceeds were to be used for tax planning, charitable contribution, and estate planning purposes. The transaction settled in one tranche on August 13, 2007. In settlement of the VPF Agreement, the FLP delivered to t he Buyer 240,000 shares of Common Stock. On the settlement date, the FLP, unless it had elected cash settlement as described in the following sentence, would deliver to an affiliate of Buyer a number of shares of Common Stock equal to the product of (A) the Base Amount and (B) the Settlement Ratio, rounded down to the nearest whole number, and cash in an amount equal to the value of any fractional share not delivered as a result of such rounding. In lieu of delivering shares, the FLP could have elected cash settlement. The Settlement Ratio was determined as outlined in footnote 3 below. If the "Settlement Price" (a market-based price determined under the terms of the VPF Agreement) was less than the Upside Limit but greater than the Hedged Value, the Settlement Ratio would be a ratio equal to the Hedged Value divided by the Settlement Price; (ii) if the Settlement Price was equal to or greater than the Upside Limit, the Settlement Ratio would be a ratio equal to the sum of the Hedged Value divided by the Settlement Price and a fraction the numerator of which is equal to the difference between the Settlement Price and the Upside Limit and the denominator of which is equal to the Settlement Price, and (iii) if the Settlement Price was equal to or less the Hedged Value, the Settlement Ratio would be one (1). This Transaction had an Upside Limit of $62.1418 and a Hedged Value of $47.8014. Transaction Codes S and K also apply to the transaction reported herein. A family limited partnership of which the reporting person and his spouse are the only general partners. Various Grantor Retained Annuity Trusts of which reporting person is a beneficiary. Various Grantor Retained Annuity Trusts of which reporting person's spouse is a beneficiary. Transaction Code K also applies to the transaction reported herein. Paul L. Reynolds, Attorney-in-Fact for George A. Schaefer, Jr. 2007-08-15 -----END PRIVACY-ENHANCED MESSAGE-----